Common use of Amended Schedule Clause in Contracts

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the TRA Party Representative, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide (a) an Amended Schedule to the TRA Party Representative and (b) the portion of such Amended Schedule that relates to the Onex Parties to the Onex Representative, in each case, when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Ryan Specialty Group Holdings, Inc.), Tax Receivable Agreement (Ryan Specialty Holdings, Inc.), Tax Receivable Agreement (Ryan Specialty Group Holdings, Inc.)

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Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the TRA Party Representative, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide (a) an Amended Schedule to the TRA Party Representative and (b) the portion of such Amended Schedule that relates to the Onex Parties to the Onex Representative, in each case, when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Rani Therapeutics Holdings, Inc.), Tax Receivable Agreement (Rani Therapeutics Holdings, Inc.), Tax Receivable Agreement (Direct Digital Holdings, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to the TRA Party Holder Representative, ; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer Corporation shall provide (a) an any Amended Schedule to the TRA Party Holder Representative within thirty (30) calendar days of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and (b) the portion of any such Amended Schedule that relates shall be subject to the Onex Parties to the Onex Representative, procedures set forth in each case, when the Corporate Taxpayer delivers the Basis Schedule for the following taxable yearSection 2.05(a).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Horizon Acquisition Corp), Tax Receivable Agreement (Vivid Seats Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the TRA Party Representative, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide (aA) an Amended Schedule to the TRA Party Representative and Representative, (bB) the portion of such Amended Schedule that relates to the Onex Permira Parties (including, for the avoidance of doubt, with respect to the Onex WCAS XII Blocker) to the Permira Representative, and (C) the portion of such Amended Schedule that relates to the Warburg Parties (including, for the avoidance of doubt, with respect to the WCAS XII Blocker) to the Warburg Representative, in each case, when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Clearwater Analytics Holdings, Inc.), Tax Receivable Agreement (Clearwater Analytics Holdings, Inc.)

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Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the a TRA Party RepresentativeParty, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide (a) an Amended Schedule to the each applicable TRA Party Representative and (b) the portion of such Amended Schedule that relates to the Onex Parties to the Onex Representative, in each case, when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year. Promptly after delivering any such Amended Schedule to a TRA Party, the Corporate Taxpayer shall deliver a copy of such Amended Schedule to each Sponsor Party and each Interested Party.

Appears in 1 contract

Samples: Tax Receivable Agreement (Cano Health, Inc.)

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